Nonprofit Corporation Director Removal and Vacancy Requirements in Illinois

At a glance

Requirements one by one

Removal vote and seat type

Section 108.35(a) allows removal with or without cause, although articles or bylaws can confine removal of a classified director to cause. In a corporation with members entitled to vote for directors, § 108.35(c)(1) requires two-thirds of votes present and voted, in person or by proxy. A director elected by a class of voting members, directors, or other electors can be removed only by the electing class (§ 108.35(c)(4)). Where no members vote for directors, § 108.35(b) instead permits removal by a majority of directors then in office present and voting at a board meeting with a quorum.

Notice, nonmeeting action, and resignation

A member meeting to remove a director requires written notice 20 to 60 days in advance; a special-meeting notice states its purpose (§ 107.15). A special board meeting for § 108.35(b) removal requires written notice of the proposed removal to all directors at least 20 days beforehand (§ 108.25). A member ballot without a meeting must remain open at least 20 days for director removal, with the required vote and quorum; § 107.10 also allows all-member written consent unless governing documents provide otherwise. Section 108.45(a) generally permits unanimous written board action unless the articles or bylaws specifically prohibit it.

A director may resign by written notice to the board, its chair, president, or secretary. The resignation takes effect on delivery unless the notice specifies a future date (§ 108.10(g)).

Vacancies and the successor

The board may fill any vacancy or newly created directorship unless the articles or bylaws set another method. A director elected or appointed to fill a vacancy serves the predecessor's unexpired term (§ 108.30). For a future-dated resignation, the vacancy may be filled in advance, but the successor waits until the effective date to take office (§ 108.10(g)).

What trips people up

A removal meeting may remove only directors named in the member notice (§ 108.35(c)(2)). If fewer than all directors are being removed and cumulative voting applies, votes against removal that would have elected the director block the removal (§ 108.35(c)(3)).

The Circuit Court may remove a director in a proceeding brought by the corporation or voting members holding at least ten percent of the outstanding votes of any class. Section 108.35(d) requires both specified misconduct and a finding that removal serves the corporation's best interest; the court may also bar reelection for a period it sets.

Common questions

Can a nonmember board remove its own director? Where no members are entitled to vote for directors, § 108.35(b) supplies the board-vote route, and § 108.25 adds advance notice for a special removal meeting.

Can the articles give a class the right to fill its seat? Yes. Section 108.30 makes the articles or bylaws' different vacancy-filling method controlling.

Statutes and sources

Current official Illinois General Not For Profit Corporation Act of 1986, accessed October 2, 2026. Verbatim excerpts from the cited sections:

• § 107.10: “in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days”.
• § 107.15: “in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting”.
• § 108.10: “A director may resign at any time by written notice delivered to the board of directors, its chairman, or to the president or secretary of the corporation.”
• § 108.15: “a majority of the directors then in office shall constitute a quorum”.
• § 108.25: “written notice of the proposed removal is delivered to all directors at least twenty days prior to such meeting.”
• § 108.30: “Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors”.
• § 108.35: “A director may be removed by the affirmative vote of two-thirds of the votes present and voted, either in person or by proxy.”
• § 108.45: “may be taken without a meeting if a consent in writing”.